Take-Two Interactive Software, Inc. Confirms Offer to Possibly Acquire Codemasters Group Holdings PLC
Take-Two Interactive Software (NASDAQ:TTWO) has proposed to acquire Codemasters, a UK-based game developer, at a price of 485 pence (approximately $6.40) per share. The offer includes 120 pence in cash and 365 pence in Take-Two stock, contingent on due diligence and Codemasters' Board recommendation. Take-Two believes this acquisition will enhance its 2K publishing label and leverage its global distribution network to boost Codemasters' performance. A firm offer must be announced by December 4, 2020, but there can be no certainty that an offer will be made.
- Proposed acquisition of Codemasters could enhance Take-Two's gaming portfolio, particularly in the racing genre.
- The deal aims to leverage Take-Two's global distribution network and 2K's expertise in publishing.
- Potential for revenue growth through integration with Codemasters' existing operations.
- The offer is conditional and may not proceed if due diligence fails or the Board of Codemasters does not recommend it.
- There's a possibility of altering the offer terms or the amount if dividends are paid by Codemasters prior to the deal.
NEW YORK--(BUSINESS WIRE)--Take-Two Interactive Software, Inc. (NASDAQ:TTWO) today confirmed an announcement made by the Board of Codemasters that the Company has made a proposal to acquire the entire issued share capital of UK-based game publisher and developer, Codemasters, at a price of 485 pence (*approximately
The Board of Codemasters confirmed that on October 14, 2020 to Take-Two and has confirmed today that, in the event that Take-Two announces a firm intention to make an offer pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”) on the terms set out above, it is the current intention of the Board of Codemasters to recommend unanimously that Codemasters' shareholders accept the Possible Offer.
Take-Two believes that the combination of Take-Two and Codemasters would bring together two world-class interactive entertainment portfolios, with a highly complementary fit between Take-Two's 2K publishing label and Codemasters in the racing genre. In addition, Take-Two believes that it can bring benefits to Codemasters' performance by leveraging Take-Two's global distribution network and 2K’s core operating expertise in publishing, including live operations, analytics, product development, and brand and performance marketing.
In accordance with Rule 2.6(a) of the Code, Take-Two is required, by not later than 12:00 p.m. ET on December 4, 2020, either to announce a firm intention to make an offer for Codemasters in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any offer will be made.
While discussions are ongoing, there can be no certainty that a firm offer will be made for Codemasters by Take-Two. For the purposes of Rule 2.5 of the Code, Take-Two reserves the right to:
- Reduce the offer consideration by the amount of any dividend or other distribution or return of capital that is paid or becomes payable by Codemasters after the date of this announcement;
- Vary the form of consideration as set out above and/or introduce other forms of consideration, such as cash in substitution for all or part of the share consideration; and/or
- Make an offer at any time for less than 485 pence per Codemasters share: (i) with the agreement or recommendation of the Board of Codemasters; (ii) if a third party announces a firm intention to make an offer for Codemasters pursuant to Rule 2.7 of the Code, which at that date is valued at a price lower than 485 pence for each Codemasters share; or (iii) following the announcement by Codemasters of a whitewash transaction pursuant to the Code; and
- Implement the transaction through or together with a subsidiary of Take-Two or a company which will become a subsidiary of Take-Two.
*US$ equivalent values are stated at an exchange rate
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a leading developer, publisher and marketer of interactive entertainment for consumers around the globe. We develop and publish products principally through Rockstar Games, 2K, Private Division, and Social Point. Our products are designed for console systems and personal computers, including smartphones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services. The Company’s common stock is publicly traded on NASDAQ under the symbol TTWO. For more corporate and product information please visit our website at http://www.take2games.com.
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